Tell Me
by KiaraAlexisKlay
Summary: theunknownvoice and all her Benness have set my muse and love for Ben on fire. This is the unbetaed result.


Title: Tell Me About Ben

Author: Kristin, aka Kiara Alexis Klay

Rating: Uhm, I wanna say PG-13 but we'll go Mature to be on the safe side.

Disclaimer: I don't own Dark Angel, and Song of the Nomily is Fayth3's, I only mention it because she's the best and this is based partially upon that poem, which creeped me out, and I love it anyway. Everyone should check it out.

Summary: _Hello, Goodbye_ alternative twist. Max goes to rescue Alec. Only she doesn't jump down on his case immediately. She hears about the way the murder happened, knows it was Ben. Max springs Alec out, just like on the episode. Get back to Max's place.

Pairing: Max/Alec friendship-something more?

* * *

**Tell Me About Ben **

"Tell me about Ben."

Max froze at the not-so-simple request, her mind flashing back through years and pain and grief to a phrase so similar: _Tell us a story Ben._

"Max. Max!"

Abruptly Max snapped out of the gray filled corridors and darkened barracks of Manticore eleven years ago and into the present to meet Alec's concerned ones.

She had just rescued Alec from the police station, where he was being set up to take the fall for the murder of Timothy Ryan. Ben had murdered Ryan during his hunting spree, but it was Alec who would take the fall, and him being identical and identified by the grieving and vindictive widow wasn't helping.

It took her the barest fraction of a second to remember his request and try and formulate an answer. What came out was completely not what she planned to say.

"He was wonderful," she heard herself speak, aghast and shocked at the noticeable softening in her voice and demeanor but seemingly helpless to stop it.

She felt her eyes go distant and a wry smile appeared on her lips, partially amused, partially grieving, many parts bitter and rueful.

"If Zack as our C.O. was the embodiment of strength and protection, then Ben was the embodiment of our souls. He brought us together, with his stories. He was always asking questions, always questioning the trainers antics and trying to analyze why they made us do what they did. He always needed answers, explanations, and when he couldn't get any –which was often, it _was_ Manticore- he'd come up with these fantastic stories to explain it all. He was everything to me, to us."

Max paused, part of her mind checking on the coffee and knowing it wasn't ready, the other part conscious of Alec, hearing him breathe, listening to his heartbeat, feeling his warmth and the intense curiosity in his gaze like a tangible weight.

"Some of those stories were good, little diddies about being a good soldier and doing the right thing so you didn't get in trouble or about the power of names. Ordinaries had names, and the guards, the trainers, the staff, and even Colonel Lydecker. A name is something everyone asks you first, so it was very important. Ben decided we should have names, and for once, Zack agreed wholeheartedly with him.

"Others talked about how the Nomilies would get you and drag you down to the basement where they'd drain your blood and suck your soul out if you were a bad soldier. You can bet your Manticore made ass that we didn't do anything out of line for a good long time after that one. That gave Syl nightmares for months, and I think even Zack got creeped out, though he covered and said he only let Syl sleep with him because of her nightmares. Yeah, right," Max gave an eye roll, and the familiar action grounded her, let her know she was still in the present.

"But one night, as we were lying there, not too long after lights out, our brother Jack started to get the shakes, the seizures very badly. One of the janitors had come in for some cleaning supplies we kept in our gear locker and he noticed Jack seizing. I remember being so scared that the janitor was going to get the guards and have Jack carried away like some of the Unnamed Ones. Instead, he walked over, gave Jack something from his pocket, and told him that if he believed in Her, had faith, that she'd take care of him. Jack's seizures just suddenly stopped, and the janitor left with a smile on his face."

Max stopped to get cups and grabbed a towel to insulate her hand as she picked up the hot coffee pot handle and poured the steaming liquid into the unmatched set of mugs.

Alec was respectful of her silence, sensing there was a reason she was taking the roundabout way around his request, but finding out more about Max and her past then he ever had, or hoped to.

"We all gathered around Jack's bunk, to see what the janitor gave to him, and caused him to stop shaking. It was a card, a playing card or something, and it had a picture of this lady on it, a beautiful lady with her arms outstretched and a heart in front of her. We were all fascinated and turned to Ben to see what it was. I'll never forget the look on his face. It was so reverent, so awed. He said she was the Blue Lady, and that she'd take care of us, if we were good soldiers. That we'd go to the Good Place if we sacrificed to her." Max tilted her head, eyes still unfocused, taking a cautious sip of her coffee as she and Alec sat on her sofa. Her lips curled softly as some memory amused her and then her eyes suddenly re-focused and she looked over at Alec.

"Of course, we didn't know what to sacrifice to our Lady that would please her, but Ben reassured us. We all gave our baby teeth to her at the High Place, which was really the roof where we knew wasn't bugged."

Max had been watching Alec and so saw the exact moment when her words registered with him. His eyes narrowed, his gaze sharpened, and a muscle in his jaw twitched as he momentarily ground his jaws together.

"Teeth," he stated flatly, watching Max just as intently as she was doing so to him. She nodded.

"Teeth," she repeated softly, still watching, before continuing. "Of course, later, after we escaped, I found out the Blue Lady was actually the symbol for the Virgin Mary, but that'll come later. Not long after the incident with Jack, we had our first Seek and Destroy with a live target. The mark was a man; a convict 'borrowed' from Death Row at one of the maximum security facilities Lydecker was so tight with. It was a simple mission: Seek the convict before he made the perimeter and 'destroy' him, meaning bring him back to the base unconscious."

"I do know what a Seek and Destroy mission is Maxie," Alec couldn't help interjecting with his trademark smirk, and Max surprised him when she laughed and only gave him a playful glare.

"Lydecker made us wait a full five minutes before he let us go. I remember that day so perfectly. The feel of the cold even though the sun was shining brightly, the anticipation and excitement as we waited for the signal from Lydecker that said we could go after him. Ben was chomping at the bit, and as soon as we could, he was the first one gone. Zack may have been our C.O., but Ben was the unquestionable leader of the hunt. He took the lead, he found the scent trail, and we followed."

Both Max and Alec took drinks from their coffee mugs, though Max drunk from hers a little desperately and Alec could hear her heart start to speed up and her breathing to hitch. He found himself attentive and wondering what would come next though he had a prickle along the back of his neck and brain about what happened.

* * *

"We brought him down, and in the scuffle, the convict's shirt tore and we could see his chest. He had a…a tattoo on his chest, of the Blue Lady and the heart in front of her, only this heart was broken in half, and the jagged ends bled and there was fire all around, and the look on the Lady's face…it was a, a perversion. Ben was horrified. We all were. Ben just stared at the guy, and he stared right back, and then Ben told us that the guy was a Nomily. Just the night before, we'd had a huge storm, it was a very bad thunderstorm and Ben had told us another story he called the Song of the Nomily and we were all pretty shaken. Syl heard that the guy was a Nomily and she flipped; started screaming, and that scared us. It sure scared me. After that it was all instinct. We had to protect her, to protect ourselves, before the Nomily took us to the basement."

Max's voice had grown softer during the narrative, and Alec was surprised to find himself sitting almost on top of her, offering his comfort in the form of his presence. The mugs were long since drained and cast aside, and she now sat in one sofa corner, knees brought up to her chest, arms wrapped around. The look on her face was haunted and Alec was caught up despite himself.

"We killed him. No, we didn't just kill him, we tore into him, ripped him in shreds. We didn't know how you killed a Nomily or if he'd come back so we were…very thorough in making sure he stayed dead. It was horrible, awful, fascinating and exciting all in one. I can still smell his fear, hear his screams and pleas for mercy, and taste his blood and his flesh. There was blood, oh; there was so much blood. We broke his neck and arms, and pulled out his teeth to offer to the Blue Lady, and we displayed him on a rock for Lydecker to see that we had accomplished the objective.

"That day my family and I had let loose our animal with no regards for the consequences of our actions. And at the end, there was no regret or remorse for what we did, only this strange satisfaction. Not even when the Colonel got mad and the staff were horrified. It was strange. I think for the first time, Lydecker and the others were afraid of us, of what we could do, of what they had created and were training. And it felt good. Alec, never had I felt so, so alive, so…powerful. It was wonderful. It was horrifying. I loved it. Ben loved it too." Max managed to meet Alec's gaze levelly, her whole heart bare as she laid bare her deepest, darkest secrets. There was no rancor in his gaze, in fact there was no emotion whatsoever, and that careful regard gave Max the courage to continue.

"We were sent to our barracks immediately and quarantined until the brass could figure out what they were going to do to us. Ben couldn't seem to understand why the Colonel hadn't been more excited about our sacrifice, and the whole deal put Zack in a bad mood, so the rest of us suffered for it. We never were allowed to perform Seek and Destroy with live targets after that.

"Then Jack died. He fell into a coma two days after the Massacre, he was seizing so bad. The trainers took him away and we didn't see him at all that day. I had been having a seizure that night, but I hid it, I didn't want to get taken away like Jack. But I didn't want to sleep either. Shark D.N.A.," Max shrugged ruefully and Alec found he could grunt and give a wan smile of acknowledgement.

"So I snuck out of the barracks and went to find Jack. I couldn't get him off my mind, and I found myself in front of med bay, and I peeked inside and there was Jack. He was lying on a metal table and I could see was in a shock-induced coma. There were doctors all around and Jack woke up just as they started the autopsy. Lydecker snapped his neck, and then picked up his cup of coffee. I can still hear Jack scream," Max hugged her legs against her again, shuddering under the weight of the memories. Alec could only reach out and stroke her, but she was too far-gone in the past to notice his touch.

"I told the others, and Ben took it the hardest. Jack had always gotten along with Ben the best out of all the brothers; he wasn't as creeped out by all the stories or the bravado like the rest of them. The three of us had formed quite the trio. So when I told the others about Jack, Ben jumped out the window and climbed to the High Place, to beg the Blue Lady what we had done wrong. He was up there, yelling and screaming toward the heavens, and the rain was pouring and the lightning flashed, thunder shook all around. I wanted to go up to him, I knew he would get caught, and I knew that he needed someone right then. Zack held me back, he made all of us go back to our bunks, and Ben was caught."

Alec was almost afraid to breathe; he just kept stroking her arm gently, slowly in a consistent pattern. The grief and hurt that surrounded Max was almost palpable.

* * *

"They took him to Psy-Ops, we weren't allowed to see him, we couldn't reach him. He was too well guarded. It was almost three months before they finally brought him back. Three months of wondering whether or not I'd get to see him again, feel his arms around me as we cuddled on the bed when I had a nightmare, or lay awake watching as he told stories and made shadow puppets on the wall when I couldn't sleep. Three months of not knowing if he was all right.

"When they finally came back he was so different. The laughing, carefree Ben I knew was gone, and X5-493 was in his place. I hated it, I hated him, but I especially hated Lydecker and Manticore for what they did to my best friend. He never smiled after that, he was so solemn, so dark, more so than he had ever been. He was a good _soldier_," Max spat the word out of it like it was poison, her voice hard and venomous.

"He'd always had a strange, morbid sense of humor, but this dark intensity was unusual even for him. I knew when I saw his eyes when they brought him back that something inside of him had died, or was so buried under indoctrination and whatever the hell the did to him in Psy-Ops that it'd take months, even years to regain what he once was, who he was. But we didn't have months.

"A few weeks after getting Ben back, I had a very bad seizure and the trainers tried to take me away. Zack and Eva, our second in command, panicked, and attacked the guards. Zack gave the signal to escape, and so we did. But only after Lydecker had shot Eva before we reached the exit doors, and Zack split us into pairs with orders to go our separate ways once we reached a city or town.

"Ben and I tried to stick together like we always did, we had never been separated during any mission or exercise before, and we fit so well together. Ben wanted to make sure that I was okay, I was still shaking, and the seizures were giving me a headache, and Ben's concern was just like he had been before Jack and…and the rest. But Zack paired Ben up with Zane and me with Jondy, leaving him by himself. I didn't want us to separate, _any_ of us, but Zack wouldn't hear it. So, following orders, Jondy and I left, but not before Ben promised me he'd find me again. I fell through some ice, trying to get away from Lydecker, and I made Jondy leave me. I was all alone.

"About two and a half years ago, I came here to Seattle with a lead on one of my 'siblings'. I found Seth," Max's voice quivered and Alec could smell her pain, "But he died, and that's a whole other story. Anyway, I had been in Seattle almost a year, I had already met Logan, and struck up our quid pro quo that he'd keep an eye out for anything 'strange' like kids with barcodes or supernatural feats that could possibly be any of the others. He found a hit on a man with a barcode in the local morgue in a very bad state. He showed me a picture of the tattoo on the guy's neck and it was Ben's.

"I remember thinking, that can't be right, I'd have known if he was dead, I would have felt it. We were too close not to have felt each other die. But I went to check it out anyway, get there before Lydecker and the Manticore goon squad did, pay my last respects. And I was right. It wasn't Ben, and he wasn't dead, and I had to get out of there fast since good ole Deck decided to make himself known.

"Logan had some more news for me when I got back to his place. Apparently, our John Doe with Ben's barcode was only the latest in a string of ritual murders that started a year prior. I knew then it was Ben, and I know Logan suspected, probably even knew as well. I could have turned a blind eye to it, have found him and not thought anything of it, but I'd heard of the others, of the killings mimicking that first Seek and Destroy mission. And I knew.

"I found him right where I knew he'd be. Sacrificing the teeth to the Blue Lady for atonement or whatever the hell he thought he needed it for. I confronted him and you should have seen his face when he recognized me. He just lit up for a moment, and his eyes, his eyes were so soft and expressive, it was as if my Ben were back from the grave Psy-Ops had buried him under. It was like coming home, and suddenly, I didn't feel so alone. Ben was back and we were together again, just like he had promised me, all those years ago.

"But when he realized what I was there for, he just shut down, and this mask came over his face, that stupid, damned Manticore mask and I wanted to scream for Ben to come back and 493 to leave. He took off and I have to say I didn't put up much of a fight, if you want to call it that. I knew where he was headed anyway, he'd go for the highest place available."

"Space Needle," Alec murmured to himself and Max looked up at him, nodding.

"Yes, I found him on the Space Needle the next morning. The Father, the priest, at the church I'd found Ben bringing his sacrifices to was missing and I knew that he was going to be the next victim. So I caught Ben, and he took me to where he held the Father, outside of Manticore in Wyoming."

* * *

Max fell silent and Alec stared at her. He knew there had to be more to the story, but Max looked like her heart had been ripped out of her chest. It was the same haunted look he'd seen on his own face when he'd been going through the whole thing with Rachel and Berrisford.

"I killed him," she spoke so softly he almost missed it. He raised his brows in surprise but Max was staring off in the distance at something across the room, mind trapped in memory.

"He asked me to. And I killed him. We'd fought before that, me trying to make him see that what he was doing was wrong. But at the warehouse where he'd been holding Father Destry, Ben changed his mind and he got the upper hand, locking me in the holding bin while he went to hunt Destry. I managed to break out and I took off after them. The killing had to stop. Just before he was going to kill the Father, I jumped in, and the Father got away."

"I broke him. I broke his legs, and he just let me, even though he was stronger, faster, better at the fighting and the killing than I'll ever be," Max sobbed, chest heaving. "It was like he wanted to die, and then we heard Manticore helicopters and we both knew that we couldn't get away, one of us would have to stay behind, Ben would have to stay behind, and he didn't want that. He asked me. And I killed him. I got him talking about the Good Place, and he told, like he always did."

Max was in Alec's arms, seeking any comfort she could get. Her legs were drawn up and Alec curled one arm around them, pulling her in as close as he could get her. His sweater was already drenched with her tears and his ears rang with her cries that had gone up in pitch like an animal keening, grieving. He could taste her grief and broken heart, and it just opened up a whole new perspective on Max.

"Tell me about the Good Place," he asked her, trying not to smirk when she twitched in surprise. Still wrapped in his arms, face buried in the crook of his arm with a good view of the couch and his leg, she sniffled and began to answer.

"Where no one ever gets hurt," she sniffled again. "And no one ever gets punished."

Alec's heart hurt as he heard the little girl's quaver in this strong females voice, and he smiled a bit at the words. A child's understanding and hope, that's what this was, for children who had little understanding and only the hope they created.

"Where no one gets yelled at, or disappears. And when you wake up in the morning, you can sleep in as long as you want."

Alec rested his forehead against the crook of her neck, inhaling her scent, and rubbing his cheek against her soft skin.

"I'm sorry," he murmured, offering as much comfort as he could, as she could accept.

"So am I," she answered back, almost not speaking but mouthing the words.

The pair stayed that way for the rest of the night, each one comforting and being comforted by the other in turn. It was the beginning of something that neither could define or wanted to use some logical or analytical means to explain away. It just was, and that was enough for them.

* * *

_So what do you think? Review, review, review please! I'm gonna keep this thing a one-shot for now. Monologues and soliloquy's aren't exactly my thing._


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